Common use of Conditions Precedent to all Credit Extensions Clause in Contracts

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s Lenders’ obligations to make each Credit Extension, including the initial Credit Extension, is are subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (c) a schedule of all Eligible Loans being financed with the applicable Advance, in form and substance acceptable to Administrative Agent, including, without limitation, the loan amounts, the loan numbers and the names of the borrowers and the Consumer Lenders participating in such loans; and (cd) in Bank’s reasonable Lenders’ sole but good faith discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor or there has there not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankLenders.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.43.5(a), timely receipt of an executed Payment/Advance FormBorrowing Base Certificate; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form Borrowing Base Certificate and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; thereof and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormForm and also, with respect to requests for Advances, a Transaction Report; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Transaction Report and/or Payment/Advance Form Form, as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s Bank determines to its reasonable discretion, satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations obligation to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Payment Advance Form; (b) the representations and warranties in Section 5 of this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 of this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit ExtensionExtension under this Agreement, including the initial Credit ExtensionExtension under this Agreement, is are subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormTransaction Request Form and Borrowing Base Certificate; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Transaction Request Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Borrower’s acceptance of each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and; (c) Bank determines to its reasonable satisfaction in Bank’s reasonable discretion, its good faith judgment that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank; and (d) the Loan Parties shall have satisfied the covenants set forth in Section 6.17(c) and Section 6.17(d).

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including any Credit Extension after the initial Credit Extensiondate hereof, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4Outside of a Streamline Period, timely receipt of an executed Payment/Advance FormTransaction Report, in the form attached as Exhibit D; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form Transaction Report and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true this Agreement are true, accurate, and complete in all material respectsrespects as of such date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, Bank determines to its satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true true, accurate and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true are true, accurate and complete in all material respectsrespects on the date thereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition of Borrower or the prospect of repayment of the ObligationsObligations when due, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations obligation to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.43.4(a), timely receipt of an executed Payment/Advance FormTransaction Report; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Transaction Report and/or Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations obligation to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Transaction Report (with respect to the Revolving Line) and/or Payment Advance FormForm (with respect to the Non-formula Revolving Line); (b) the representations and warranties in Section 5 of this Agreement shall be true true, accurate, and complete in all material respects on the date of the Transaction Report and/or Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 of this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true this Agreement are true, accurate, and complete in all material respectsrespects as of the date thereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s Bank determines to its reasonable discretion, satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the ObligationsObligations when due, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s 's obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s 's representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable 's sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Each Credit Extension, including Extension hereunder on or after the initial Credit Extension, is Closing Date shall be subject to the followingconditions precedent that: (a) except as otherwise provided in the case of a Loan, the Borrower shall have delivered to the Administrative Agent and each Group Agent a Loan Request for such Loan, in accordance with Section 3.4, timely receipt of an executed Payment/Advance Form2.02(a); (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent all Information Packages required to be delivered hereunder; (c) the conditions precedent to such Credit Extension specified in Section 2.01(a) through (d) shall be satisfied; (d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Section 5 shall be Sections 6.01 and 6.02 are true and correct in all material respects (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of the date of the Payment/Advance Form such Credit Extension as though made on and on the Funding Date as of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any date unless such representations and warranties that already are qualified or modified by materiality their terms refer to an earlier date, in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date which case they shall be true, accurate true and complete correct in all material respects (unless such representations and warranties contain a materiality qualifier, in which case such representations and warranties shall be true and correct as made) on and as of such earlier date; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Default or Event of Default shall have occurred and be continuing or Unmatured Event of Default would result from the such Credit Extension. Each ; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension is Borrower’s representation and warranty on that date that Extension; (iv) the representations and warranties in Section 5 remain true in all material respects; provided, however, that Aggregate Capital would not equal an amount less than the Minimum Funding Threshold after giving effect to such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such dateCredit Extension; and (cv) in Bank’s reasonable discretion, there the Termination Date has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bankoccurred.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by the Collateral Agent of an executed Payment/Advance FormForm in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 shall be true true, in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Banksuch Lender’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition Material Adverse Change or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankCollateral Agent.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 hereof shall be true true, accurate and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and; (cb) in Banksuch Lender’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition Material Adverse Change or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan Annual Projections of Borrower presented to and accepted by BankAgent and each Lender; and (c) payment of the fees and Lenders’ Expenses then due pursuant to Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is contingent upon Borrower’s compliance with Section 3.1 above and is further subject to the followingfollowing conditions: (a) except timely receipt by Bank of the Loan Advance/Paydown Request Form as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form2.1; (b) if the requested Credit Extension would cause the Quarterly Reporting Condition to no longer be met, Bank’s receipt of the monthly financial reporting required by Section 6.2 of this Agreement as if such Credit Extension was then outstanding, at least three Business Days before the date of the requested Credit Extension; (c) Borrower shall have transferred substantially all of its Cash into operating accounts held with Bank and shall otherwise be in compliance with Section 6.6 hereof; (d) in Bank’s sole discretion, there has not been a Material Adverse Effect; and (e) the representations and warranties contained in Section Article 5 shall be true and correct in all material respects on and as of the date of the Paymentsuch Loan Advance/Advance Paydown Request Form and on the Funding Date effective date of each Credit Extension; Extension as though made at and as of each such date (provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific another date shall be true, accurate true and complete correct in all material respects as of such date, and provided further that any representation or warranty that contains a materiality qualification therein shall be true and correct in all respects), and no Default or Event of Default shall have occurred and be continuing or result from the would exist after giving effect to such Credit Extension. Each The making of each Credit Extension is Borrower’s shall be deemed to be a representation and warranty by Borrower on that the date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in Credit Extension as to the general affairs, management, results of operation, financial condition or the prospect of repayment accuracy of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented facts referred to and accepted by Bankin this Section 3.2.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed the Payment/Advance FormForm and UCC financing statement covering the Financed Equipment described on Exhibit A; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Bank shall have the opportunity to confirm that upon filing the UCC financing statement covering the Eligible Equipment described on Exhibit A, that Bank shall have a first perfected security interest in such Eligible Equipment; and (d) in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Formthe Credit Extension request and any materials and documents required by Section 3.4; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form proposed Credit Extension and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is each Co-Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Bank has received satisfactory evidence in Bank’s reasonable discretion, its good faith judgment that it is the clear intention of Co-Borrowers’ investors to not continue to fund Co-Borrowers in the amounts and timeframe to the extent necessary to enable Co-Borrowers to satisfy the Obligations as they become due and payable and that there has is not been any a material impairment in the general affairs, management, results perfection or priority of operation, financial condition or Bank’s security interest in the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankCollateral.

Conditions Precedent to all Credit Extensions. BankEach Lender’s obligations obligation to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by the Lenders of (i) an executed Payment/Disbursement Letter, and (ii) an executed Payment Advance FormRequest Form and any materials and documents required by Section 3.3; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Disbursement Letter (and the Payment Advance Form Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s Agent and each Lender determine to its reasonable discretion, satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankAgent and the Lenders.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is contingent upon the Borrower’s compliance with Section 3.1 above, and is further subject to the followingfollowing conditions: (a) except timely receipt by Bank of the Loan Advance/Paydown Request Form as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form2.1; (b) Borrower shall be in compliance with Section 6.6 hereof; (c) in Bank’s sole discretion, there has not been a Material Adverse Effect; and (d) the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of the Paymentsuch Loan Advance/Advance Paydown Request Form and on the Funding Date effective date of each Credit Extension; Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific another date or time period shall be true, accurate true and complete correct in all material respects as of such datedate or with respect to such time period, and no Default provided further that any representation or Event warranty that contains a materiality qualification therein shall be true and correct in all respects). The making of Default shall have occurred and be continuing or result from the Credit Extension. Each each Credit Extension is Borrower’s shall be deemed to be a representation and warranty by Borrower on that the date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in Credit Extension as to the general affairs, management, results of operation, financial condition or the prospect of repayment accuracy of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented facts referred to and accepted by Bankin this Section 3.2.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor or there has there not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. BankEach Lender’s obligations obligation to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by the Lenders of (i) an executed Disbursement Letter; and (ii) an executed Payment/Advance FormForm and any materials and documents required by Section 3.4; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment/Advance Form Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true this Agreement are true, accurate, and complete in all material respectsrespects as of such date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, Agent and each Lender determine to its satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the ObligationsObligations when due, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankAgent and the Lenders.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormForm and any materials and documents required by Section 3.4; (b) the representations and warranties in Section 5 this Agreement and the Australian Mortgage Debenture shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form Form, as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement and the Australian Mortgage Debenture remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, Bank determines to its satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except Except as otherwise provided in Section 3.4, timely receipt by (i) the Lenders of an executed Disbursement Letter in the form of Exhibit B-1 attached hereto; and (ii) SVB of an executed Loan Payment/Advance FormRequest Form in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true true, accurate and complete in all material respects on the date of the Disbursement Letter (and the Loan Payment/Advance Form Request Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and; (c) in Banksuch Lender’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition Material Adverse Change or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan Annual Projections of Borrower presented to and accepted by BankCollateral Agent and each Lender; and (d) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of (i) with respect to requests for Advances, the Credit Extension request and any materials and documents required by Section 3.4 (other than requests with respect to Sections 2.3, 2.4 and 2.5) and (ii) with respect to the request for the Term Loan Advance, an executed Payment/Advance FormForm and any materials and documents required by Section 3.4; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the proposed Credit Extension and/or of the Payment/Advance Form Form, as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s Bank determines to its reasonable discretion, satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.43.5(a), timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, Bank determines to its satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s 's obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.43.4(a), timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s 's representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable 's sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor or there has there not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormNotice of Borrowing; (b) the representations and warranties in Section 5 this Agreement shall be true and correct in all material respects on the date of the Payment/Advance Form Notice of Borrowing and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain this Agreement are true and correct in all material respectsrespects as of such date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date; and (c) Bank determines to its satisfaction in Bank’s reasonable discretion, its good faith business discretion that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the ObligationsObligations when due, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the proposed Credit Extension and/or the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s Bank determines to its reasonable discretion, satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit ExtensionExtension under this Agreement, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Formthe Credit Extension request and any materials and documents required by Section 3.4; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form proposed Credit Extension and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, Bank determines to its satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true true, accurate and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain are true in all material respectsrespects as of the date thereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormForm and Loan Supplement; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and Loan Supplement and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, Bank determines to its satisfaction that there has not been any material impairment in the general affairsMaterial Adverse Change, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the followingfollowing conditions: (a) except timely receipt by Bank of Request for Advance, as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form2.1; (b) there has occurred no circumstance or circumstances that could reasonably be expected to have a Material Adverse Effect; and (c) the representations and warranties contained in Section Article 5 shall be true and correct in all material respects on and as of the date of the Payment/such Request for Advance Form and on the Funding Date effective date of each Credit Extension; Extension as though made at and as of each such date (provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific another date shall be true, accurate correct and complete in all material respects as of such date), and no Default or Event of Default shall have occurred and be continuing continuing, or result from would exist after giving effect to such Credit Extension, and after giving effect to the requested Advance, the aggregate principal amount of the outstanding Advances shall not exceed an amount equal to (A) the lesser of (x) the Revolving Line Amount or (y) the Borrowing Base, less (B) the sum of the reserves required in connection with the Automatic Clearinghouse Transactions pursuant to the ACH Sublimit, the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit, and the aggregate limits of the corporate credit cards issued to Borrower and merchant credit card processing reserves under the Credit ExtensionCard Services Sublimit. Each The making of each Credit Extension is Borrower’s shall be deemed to be a representation and warranty by Borrower on that the date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in Credit Extension as to the general affairs, management, results of operation, financial condition or the prospect of repayment accuracy of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented facts referred to and accepted by Bankin this Section 3.2.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is contingent upon the Borrower’s compliance with Section 3.1 above, and is further subject to the followingfollowing conditions: (a) except timely receipt by Bank of the Loan Advance/Paydown Request Form as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form2.1; (b) Borrower shall have transferred substantially all of its Cash assets into operating accounts held with Bank and otherwise be in compliance with Section 6.6 hereof; (c) the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of the Paymentsuch Loan Advance/Advance Paydown Request Form and on the Funding Date effective date of each Credit Extension; Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific another date shall be true, accurate correct and complete in all material respects as of such date, and no Default or Event ). The making of Default shall have occurred and be continuing or result from the Credit Extension. Each each Credit Extension is Borrower’s shall be deemed to be a representation and warranty by Borrower on that the date that of such Credit Extension as to the representations and warranties accuracy of the facts referred to in this Section 5 remain true in all material respects; provided3.2; (d) completion of an initial audit of the Collateral, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date results of which shall be true, accurate and complete in all material respects as of such datesatisfactory to Bank; and (ce) confirmation acceptable to Bank that Hearst Communications, Inc. has all agreed to the termination of UCC the Financing Statement (filed in Bank’s reasonable discretion, there has not been any material impairment in Delaware under File Number 2007 2301611) encumbering the general affairs, management, results assets of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankBorrower.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormTransaction Report and Notice of Borrowing; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form Transaction Report and Notice of Borrowing and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment adverse change in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of (i) the Credit Extension request and any materials and documents required by Section 3.4 and (ii) with respect to the request for Term Loan Advances, an executed Payment/Advance FormForm and any materials and documents required by Section 3.4; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the proposed Credit Extension and/or of the Payment/Advance Form Form, as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, Bank determines to its satisfaction that there has not been any material impairment adverse change in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of Bank to make each Credit Extension, and including the initial Credit Extension, is contingent upon the Borrower’s compliance with Section 3.1 above, and is further subject to the followingfollowing conditions: (a) except timely receipt by Bank of the Loan Advance/Paydown Request Form as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form2.1; (b) Borrower shall be in compliance with Section 6.6 (provided that, for the avoidance of doubt, nothing herein shall require the Borrower to comply with such obligation prior to the applicable deadline as a condition to the Bank making any Credit Extension); (c) in Bank’s sole discretion, there has not been a Material Adverse Effect; and (d) the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of the Paymentsuch Loan Advance/Advance Paydown Request Form and on the Funding Date effective date of each Credit Extension; Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific another date shall be true, accurate true and complete correct in all material respects as of such date, and no Default provided further that any representation or Event warranty that contains a materiality qualification therein shall be true and correct in all respects). The making of Default shall have occurred and be continuing or result from the Credit Extension. Each each Credit Extension is Borrower’s shall be deemed to be a representation and warranty by Borrower on that the date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in Credit Extension as to the general affairs, management, results of operation, financial condition or the prospect of repayment accuracy of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented facts referred to and accepted by Bankin this Section 3.2.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is contingent upon the Borrower’s compliance with Section 3.1 above on or prior to the Closing Date, and is further subject to the followingfollowing conditions: (a) except timely receipt by Bank of the Loan Advance/Paydown Request Form as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form2.1; (b) At all times prior to Borrower’s completion of Borrower’s initial public offering of its common stock, a Warrant to Purchase Preferred Stock in substantially the form of Exhibit E-l attached hereto and at all times after Borrower’s completion of Borrower’s initial public offering of its common stock, a Warrant to Purchase Common Stock in substantially the form of Exhibit E-2 attached hereto; (c) Borrower shall be in compliance with Section 6.6 hereof; (d) in Bank’s sole but reasonable discretion, there has not been a Material Adverse Effect; and (e) the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of the Paymentsuch Loan Advance/Advance Paydown Request Form and on the Funding Date effective date of each Credit Extension; Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific another date shall be true, accurate true and complete correct in all material respects as of such date, and no Default or Event ). The making of Default shall have occurred and be continuing or result from the Credit Extension. Each each Credit Extension is Borrower’s shall be deemed to be a representation and warranty by Borrower on that the date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in Credit Extension as to the general affairs, management, results of operation, financial condition or the prospect of repayment accuracy of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented facts referred to and accepted by Bankin this Section 3.2.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Notice of Borrowing and Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Notice of Borrowing and Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, Bank determines to its satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.43.5(a), timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; thereof and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole but good faith discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor or there has there not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the followingfollowing conditions: (a) except timely receipt by Bank of the Payment/Advance Form as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form2.1; (b) receipt by Bank of (i) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings of accounts receivable and accounts payable, (ii) a company prepared consolidated balance sheet, income, and cash flow statement covering Borrower's operations for the month ended immediately prior to the date on which the applicable Credit Extension is requested, prepared in accordance with GAAP on a consolidated and consolidating basis, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, and (iii) a current Compliance Certificate signed by a Responsible Officer in substantially the form of EXHIBIT D hereto; and (c) the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of the such Payment/Advance Form and on the Funding Date effective date of each Credit Extension; Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific another date shall be true, accurate correct and complete in all material respects as of such date, and no Default or Event ). The making of Default shall have occurred and be continuing or result from the Credit Extension. Each each Credit Extension is Borrower’s shall be deemed to be a representation and warranty by Borrower on that the date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in Credit Extension as to the general affairs, management, results of operation, financial condition or the prospect of repayment accuracy of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented facts referred to and accepted by Bankin this Section 3.2.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by the Agent of an executed Payment/Advance FormForm in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 shall be true true, correct and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Banksuch Lender’s sole reasonable discretion, there has not been any Material Adverse Change or any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankAgent.

Conditions Precedent to all Credit Extensions. Bank’s obligations obligation to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormBorrower’s Credit Extension request and the related materials and documents as required by and in accordance with Section 1.9; (b) the representations and warranties in Section 5 4 of this Agreement shall be true and correct in all material respects on as of the date of the Payment/Advance Form any Credit Extension request and on as of the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 4 of this Agreement remain true and correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date; and (c) Bank determines in Bank’s its reasonable discretion, there discretion that no Material Adverse Change has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to occurred and accepted by Bankis continuing.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.43.4(a), timely receipt of an executed Borrowing Base Certificate and Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true true, accurate and complete in all material respects on the date of the Payment/Advance Form Form, the Borrowing Base Certificate and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition of the Borrower, taken as a whole, or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower Borrower, taken as a whole, presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following:following conditions precedent. (a) except as otherwise provided in Section 3.43.5(a), timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s sole but reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Formthe Credit Extension request and any materials and documents required by Section 3.4; (b) the representations and warranties in Section 5 this Agreement, in the ISR Debentures in the UK Debenture, and in the IP Agreements shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form proposed Credit Extension and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement, in the ISR Debentures, the UK Debenture and the IP Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) Bank determines to its satisfaction, in Bank’s reasonable discretionits good faith business judgment, that there has not been any material impairment in the Borrower’s general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower Borrower, as applicable, presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s 's obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s 's representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in the general affairsbusiness, managementoperations, results of operation, or condition (financial condition or otherwise) or the prospect of repayment of the Obligations, nor or there has there not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the followingfollowing conditions: (a) except timely receipt by Bank of the Payment/Advance Form as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form;2.1; and (b) the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of the such Payment/Advance Form and on the Funding Date effective date of each Credit Extension; Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific another date shall be true, accurate correct and complete in all material respects as of such date, and no Default or Event ). The making of Default shall have occurred and be continuing or result from the Credit Extension. Each each Credit Extension is Borrower’s shall be deemed to be a representation and warranty by Borrowers on that the date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; andCredit Extension as to the accuracy of the facts referred to in this Section 3.2 (c) Bank shall have received evidence, in form and substance satisfactory to Bank that ProteinSimple (i) has delivered to the Ex-Im Bank all of the Ex-Im Documents as are required by the Ex-Im Bank, including, without limitation, any financial statements required to be delivered to Ex-Im Bank pursuant to Section 11 of the Loan Authorization Notice and a summary of all Export Orders against ProteinSimple is requesting Advances as of the effective date and (ii) is in compliance with all terms and conditions of the Ex-Im Bank’s reasonable discretionworking capital guarantee program, there has not been any material impairment in the general affairsincluding, managementwithout limitation, results receipt of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower all waivers from the most recent business plan of Borrower presented Ex-Im Bank necessary with respect to and accepted by Bankthe Export Revolving Line Advances contemplated to be made under this Agreement with respect to Eligible Export Accounts.

Conditions Precedent to all Credit Extensions. Bank’s 's obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4for Advances under the Revolving Line, timely receipt of an a Notice of Borrowing; (b) for any other Credit Extension, timely receipt of any completed and executed Payment/Advance Credit Extension Form; (bc) the representations and warranties in Section 5 shall be true in all material respects on the date of the Notice of Borrowing and the Payment/Advance Form Credit Extension Form, as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s 's representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (cd) in Bank’s 's reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Banka Material Adverse Change.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by the Agent of an executed Payment/Advance FormForm in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 shall be true true, correct and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Banksuch Lender’s reasonable discretion, there has not been any Material Adverse Change or any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Each Credit Extension, including Extension hereunder on or after the initial Credit Extension, is Closing Date shall be subject to the followingconditions precedent that: (a) except as otherwise provided in the case of a Loan, the Borrower shall have delivered to the Administrative Agent and each Group Agent a Loan Request for such Loan, in accordance with Section 3.4, timely receipt of an executed Payment/Advance Form2.02(a); (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent all Information Packages required to be delivered hereunder; (c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iv) shall be satisfied; (d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Borrower and the Servicer contained in Section 5 shall be Sections 6.01 and 6.02 are true and correct in all material respects (unless such representations and warranties contain a materiality qualification, in which case such representations and warranties shall be true and correct as made) on and as of the date of the Payment/Advance Form such Credit Extension as though made on and on the Funding Date as of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any date unless such representations and warranties that already are qualified or modified by materiality their terms refer to an earlier date, in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date which case they shall be true, accurate true and complete correct in all material respects (unless such representations and warranties contain a materiality qualification, in which case such representations and warranties shall be true and correct as made) on and as of such earlier date; (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Default or Event of Default shall have occurred and be continuing or Unmatured Event of Default would result from the such Credit Extension. Each ; (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such dateExtension; and (civ) in Bank’s reasonable discretion, there the Termination Date has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bankoccurred.

Conditions Precedent to all Credit Extensions. Bank’s obligations obligation to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4for Advances under the Revolving Line, timely receipt of an a Notice of Borrowing; (b) for any other Credit Extension, timely receipt of any completed and executed Payment/Advance Credit Extension Form; (bc) the representations and warranties in Section 5 shall be true in all material respects on the date of the Notice of Borrowing and the Payment/Advance Form Credit Extension Form, as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (cd) in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Banka Material Adverse Change.

Conditions Precedent to all Credit Extensions. Bank’s obligations Each Lender's obligation to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by the Lenders of (i) an executed Disbursement Letter and (ii) an executed Loan Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Loan Payment/Advance Form Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s 's representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, Agent and each Lender determine to its satisfaction that there has not been any material impairment in the general affairsbusiness, management, results of operationoperations, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankAgent and the Lenders.

Conditions Precedent to all Credit Extensions. BankL▇▇▇▇▇’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormDisbursement Letter; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form Disbursement Letter and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true this Agreement are true, accurate, and complete in all material respectsrespects as of such date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, Lender determines to its satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankL▇▇▇▇▇.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by Lenders and Collateral Agent of an executed Payment/Advance FormForm in the form of Exhibit B and Exhibit B-1 attached hereto, as applicable; (b) the representations and warranties in Section 5 hereof shall be true true, in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (c) no Event of Default, or any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default (a “Default”), shall have occurred and be continuing at the time of and immediately after giving effect to such Credit Extension and the application of the proceeds thereof; and (cd) in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment payment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to fees and accepted by BankLenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Formthe Credit Extension request and any materials and documents required by Section 3.4; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form proposed Credit Extension, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s Bank determines to its reasonable discretion, satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.43.5(a), timely receipt of an executed Payment/Advance FormNotice of Borrowing; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form Notice of Borrowing and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, Bank determines to its satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true true, accurate and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Banksuch Lender’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankCollateral Agent.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.43.4(a), timely receipt of an executed Payment/Advance FormTransaction Report; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form Transaction Report and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4for Advances under the Revolving Line, timely receipt of an a Notice of Borrowing; (b) for any other Credit Extension, timely receipt of any completed and executed Payment/Advance Credit Extension Form; (bc) the representations and warranties in Section 5 shall be true in all material respects on the date of the Notice of Borrowing and the Payment/Advance Form Credit Extension Form, as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (cd) in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Banka Material Adverse Change.

Conditions Precedent to all Credit Extensions. Bank’s obligations obligation to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except receipt of payment of the fees and Bank Expenses then due and payable as otherwise provided specified in Section 3.4, timely receipt of an executed Payment/Advance Form1.3 hereof; (b) receipt of ▇▇▇▇▇▇▇▇’s Credit Extension request and the related materials and documents as required by and in accordance with Section 1.7; (c) the representations and warranties in Section 5 this Agreement shall be true and correct in all material respects on as of the date of the Payment/Advance Form any Credit Extension request and on as of the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain this Agreement are true and correct in all material respectsrespects as of the Funding Date of such Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date; and (cd) in Bank’s reasonable discretion, Bank determines to its satisfaction that there has not been any a (i) material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligationscondition, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.Bank as of the Effective Date (or from a business plan of Borrower presented to and accepted by Bank subsequent to the Effective Date pursuant to Section 5.3), or (ii)

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the followingfollowing conditions: (a) except timely receipt by Bank of the Payment/Advance Form as otherwise provided in Section 3.4, timely receipt of an executed 2.1 and a Borrowing Base Certificate as provided in Section 9.1(b); provided that if the Borrower submits a Borrowing Base Certificate with the Payment/Advance FormForm that shows that the Borrowing Base has increased since the most recent Borrowing Base Certificate delivered pursuant to Section 9.1(b), the Borrowing Base Certificate submitted with the Payment/Advance Form shall control in connection with the Credit Extension then being requested; (b) receipt by Bank of an executed Disbursement Letter substantially in the form of Exhibit F attached hereto; and (c) the representations and warranties contained in Section 5 Article 6 shall be true and correct in all material respects on and as of the date of the such Payment/Advance Form and on the Funding Date effective date of each Credit Extension; Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific another date shall be true, accurate correct and complete in all material respects as of such date, and no Default or Event ). The making of Default shall have occurred and be continuing or result from the Credit Extension. Each each Credit Extension is Borrower’s shall be deemed to be a representation and warranty by Borrower and each Guarantor on that the date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in Credit Extension as to the general affairs, management, results of operation, financial condition or the prospect of repayment accuracy of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented facts referred to and accepted by Bankin this Section 3.2(c).

Conditions Precedent to all Credit Extensions. Bank’s obligations obligation to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form▇▇▇▇▇▇▇▇’s Credit Extension request and the related materials and documents as required by and in accordance with Section 1.13; (b) the representations and warranties in Section 5 this Agreement shall be true and correct in all material respects on as of the date of the Payment/Advance Form any Credit Extension request and on as of the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true and correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date; and (c) in Bank’s reasonable discretion, Bank determines to its satisfaction that there has not been any a (i) material impairment in the general affairs, management, results of operation, operation or financial condition or the prospect of repayment of the ObligationsBorrower, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankBank as of the Effective Date (or from a business plan of ▇▇▇▇▇▇▇▇ presented to and accepted by Bank subsequent to the Effective Date pursuant to Section 5.3), or (ii) Material Adverse Change.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Forma Notice of Borrowing; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form Notice of Borrowing and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor or there has there not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormTransaction Report pursuant to Section 6.2(a)(i); (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form Transaction Report and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor or there has there not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormForm and/or Notice of Borrowing, as applicable; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and/or Notice of Borrowing, as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, Bank determines to its satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Subject to Section 3.46.2(a), timely receipt of an executed Payment/Advance FormTransaction Report; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form Transaction Report and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each The Borrower’s acceptance of each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretiongood faith business judgment, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by and that Borrower from the is in general compliance with its most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the followingfollowing conditions: (a) except timely receipt by Bank of the Payment/Advance Form as otherwise provided in Section 3.4, timely receipt of an executed 2.1 and a Borrowing Base Certificate as provided in Section 9.2(b); provided that if the Borrower submits a Borrowing Base Certificate with the Payment/Advance FormForm that shows that the Borrowing Base has increased since the most recent Borrowing Base Certificate delivered pursuant to Section 9.2(b), the -6- Borrowing Base Certificate submitted with the Payment/Advance Form shall control in connection with the Credit Extension then being requested; (b) receipt by Bank of an executed Disbursement Letter substantially in the form of Exhibit F attached hereto; (c) the representations and warranties contained in Section 5 Article 6 shall be true and correct in all material respects on and as of the date of the such Payment/Advance Form and on the Funding Date effective date of each Credit Extension; Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension (provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific another date shall be true, accurate correct and complete in all material respects as of such date, and no Default or Event ). The making of Default shall have occurred and be continuing or result from the Credit Extension. Each each Credit Extension is Borrower’s shall be deemed to be a representation and warranty by Borrower and each Guarantor on that the date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such dateCredit Extension as to the accuracy of the facts referred to in this Section 3.2(c); and (cd) in Bank’s reasonable discretionconnection with any Project Draw, there has not been any material impairment in Bank shall have received a Product Package no later than three (3) days prior to the general affairs, management, results effective date of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Banksuch Credit Extension.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormTransaction Report; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form Transaction Report and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretiongood faith business judgment, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor or there has there not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank, subject to the notice and cure periods herein set forth.

Conditions Precedent to all Credit Extensions. Bank’s The Lenders’ obligations to make each Credit ExtensionExtension and the Issuing Bank’s obligation to issue any Letters of Credit, including the initial Credit Extension, is are subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormTransaction Request Form and Borrowing Base Certificate (other than, in each case, with respect to Letters of Credit); (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Transaction Request Form and on the Funding Date of each Credit Extension; provided, however, provided that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, provided further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Borrower’s acceptance of each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, provided that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, provided further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) the Lenders determine to their reasonable satisfaction in Bank’s reasonable discretion, their good faith judgment that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bankthe Lenders.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by Collateral Agent of an executed Payment/Advance FormForm in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true true, in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is each Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and; (c) in Banksuch Lender’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition Material Adverse Change or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by any Borrower from the most recent business plan of Borrower Borrowers presented to and accepted by BankCollateral Agent; and (d) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Credit Extensions. Bank’s obligations obligation to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormTransaction Report and Borrowing Base Certificate; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form Transaction Report and Borrowing Base Certificate and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations obligation to make each any Credit ExtensionExtension hereunder, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit ExtensionDate; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date or time period shall be truetrue and, accurate and complete in all material respects as of such datedate or with respect to such time period, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate and complete in all material respects, taking into account updates thereof subsequent to the Effective Date to the extent that Borrower has provided written notice to Bank in accordance with the provisions of this Agreement; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date or time period shall be truetrue and, accurate and complete in all material respects as of such datedate or with respect to such time period; and (cb) in Bank’s reasonable discretion, Bank determines to its satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, a Material Adverse Change nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank. If any event, condition, circumstances or other factor (collectively, “Circumstances”) exists or does not exist whose existence or non-existence serves as justification under Section 3.1 or this Section 3.2 for Bank’s refusal to make a requested Credit Extension, the existence or non-existence or such Circumstances shall not constitute an Event of Default under Section 8 unless it independently constitutes an Event of Default pursuant to another provision of this Agreement.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by Agent of an executed Payment/Advance FormDisbursement Letter in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 hereof shall be true and accurate in all material respects on the date of the Payment/Advance Form Disbursement Letter and on the Funding Date of each such Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects (or in all respects, if applicable pursuant to the foregoing proviso) as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the such Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and; (c) in Bank’s reasonable discretion, there has not been any material impairment in Material Adverse Change, as determined by Required Lenders; (d) to the general affairsextent requested by any ▇▇▇▇▇▇, management, results of operation, financial condition or the prospect of repayment duly executed copies of the ObligationsSecured Promissory Notes in favor of such Lender according to its Commitment Percentage with respect to the Commitments; (e) with respect to any advance of a Term B Loan, nor the Term B Milestone is achieved and Agent has there been any material adverse deviation received reasonably satisfactory calculations supporting the same, certified by Borrower from a Responsible Officer; and (f) payment of the most recent business plan of Borrower presented to fees and accepted by BankSecured Party Expenses then due as specified in Section 2.5 hereof (including in accordance with the Fee Letter).

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormTransaction Report; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form Transaction Report and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor or there has there not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Forma borrowing request substantially in the form attached hereto as Exhibit C and any materials and documents required by Section 2.4; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form proposed Credit Extension and/or delivery of a borrowing request substantially in the form attached hereto as Exhibit C, as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default default or Event of Default shall have occurred and be continuing or would result from the Credit Extension. Each Credit Extension is Borrower’s representation ; (c) receipt of a certificate, dated as of the applicable Funding Date, and warranty on that date that signed by a Responsible Officer, confirming compliance with Section 3.2(b); (d) receipt of a certificate dated as of the representations applicable Funding Date, and warranties signed by a Responsible Officer, in form and substance satisfactory to Bank, certifying as to the matters set forth in Section 5 remain true in all material respects; provided5.6; (e) receipt of a certificate, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects dated as of the applicable Funding Date, and signed by a Responsible Officer, certifying that as of that Funding Date, immediately after giving effect to the incurrence of Indebtedness on such date, Borrower, together with its Subsidiaries, is in compliance, on a pro forma basis, with the covenants set forth in Section 7.12, recomputed for the applicable period most recently ended; and (cf) Bank determines to its satisfaction and in Bank’s reasonable discretion, its sole discretion that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Banka Material Adverse Change.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of each Lender to make each Credit Extension, including the initial Credit ExtensionTerm Loans, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an one or more executed Payment/Advance FormForm in the form of Exhibit B hereto; (b) the representations and warranties of the Credit Parties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s the Credit Parties’ representation and warranty on that date that the representations and warranties of the Credit Parties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and; (c) in Bankthe Administrative Agent’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower the Credit Parties from the most recent business plan of Borrower the Credit Parties presented to and accepted by Bankthe Administrative Agent; (d) as of the date of such Credit Extension, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default hereunder; and (e) payment of the fees and Lender Expenses then due as specified in Section 2.4 hereof.

Conditions Precedent to all Credit Extensions. BankEach Lender’s obligations obligation to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by the Lenders of (i) an executed Disbursement Letter and (ii) an executed Payment/Advance FormForm and any materials and documents required by Section 3.4; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Disbursement Letter (and the Payment/Advance Form Form) and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s Agent and each Lender determine to its reasonable discretion, satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankAgent and the Lenders.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.43.5(a), timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true this Agreement are true, accurate, and complete in all material respectsrespects as of the date thereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the ObligationsObligations when due, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations obligation to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Forma Notice of Borrowing; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form Notice of Borrowing and on the Funding Date effective date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of (i) the Credit Extension request and any materials and documents required by Section 3.4 and (ii) with respect to the request for Term Loan Advances, an executed Payment/Advance FormForm and any materials and documents required by Section 3.4; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the proposed Credit Extension and/or of the Payment/Advance Form Form, as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s Bank determines to its reasonable discretion, satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true true, accurate and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s 's representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable such Lender's sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Banka Material Adverse Change.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true true, correct and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Banksuch Lender’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankAgent.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the followingfollowing conditions: (a) except timely receipt by Bank of the Payment/Advance Request Form as otherwise provided in Section 3.42.1; and, timely receipt in the event Borrowers are requesting an Advance to be made based on the Eligible Accounts as of a measurement date that is more recent than that which is reflected in the Routine Borrowing Base Certificate most recently delivered to Bank, Borrowers shall also deliver to Bank an executed Payment/Advance FormOff-Cycle Borrowing Base Certificate to Bank, along with Borrowers’ month-to-date sales, collections, purchases, and non-cash charges reports; (b) the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of the such Payment/Advance Request Form and on the Funding Date effective date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations Extension as though made at and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of each such date, and no Default or Event of Default shall have occurred and be continuing continuing, or result from the would exist after giving effect to such Credit Extension. Each The making of each Credit Extension is Borrower’s shall be deemed to be a representation and warranty by a Borrower on that the date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such dateCredit Extension as to the accuracy of the facts referred to in this Section 3.2; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the Accounts, general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations agreement to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/the Advance FormRequest Transmittal , accompanied by satisfactory evidence of the then-current Collections Base; (b) each of the representations and warranties in Section 5 5.3 of this Agreement shall be true true, accurate, and complete on the date of the Advance Request Transmittal and on the effective date of each Credit Extension and no Event of Default shall have occurred and be continuing, or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5.3 of this Agreement remain true, accurate, and complete; and (c) each of the representations and warranties in this Agreement (other than those in Section 5.3) and in the Debentures shall be true, accurate, and complete in all material respects on the date of the Payment/Advance Form Request Transmittal and on the Funding Date effective date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing continuing, or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement (other than those in Section 5 5.3) and in the Debentures remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s Lenders’ obligations to make each Credit Extension, including the initial Credit Extension, is are subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable Lenders’ sole but good faith discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor or there has there not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankLenders.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.43.5(a), timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, Bank determines to its good faith satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Formthe Credit Extension request and any materials and documents required by Section 3.4; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form proposed Credit Extension and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or immediately result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s Bank determines to its reasonable discretion, satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition of Borrower or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s 's obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s 's representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate accurate, and complete in all material respects as of such date; and (c) in Bank’s 's reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligationsa Material Adverse Change, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s 's obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance FormTransaction Report (and any schedules thereto); (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Payment/Advance Form Transaction Report and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s 's representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable 's sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Banka Material Adverse Change.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is also subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt of an executed Payment/Advance Form; (b) the representations and warranties in Section 5 this Agreement shall be true true, accurate, and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true true, accurate, and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s Bank determines to its reasonable discretion, satisfaction that there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations obligation to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except receipt of payment of the fees and Bank Expenses then due as otherwise provided specified in Section 3.4, timely receipt of an executed Payment/Advance Form1.3 hereof; (b) receipt of ▇▇▇▇▇▇▇▇’s Credit Extension request and the related materials and documents as required by and in accordance with Section 1.7; (c) the representations and warranties in Section 5 this Agreement shall be true and correct in all material respects on as of the date of the Payment/Advance Form any Credit Extension request and on as of the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 this Agreement remain true and correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate true and complete correct in all material respects as of such date; and (cd) in Bank’s reasonable discretion, Bank determines to its satisfaction that there has not been any a (i) material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligationscondition, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by BankBank as of the Effective Date (or from a business plan of Borrower presented to and accepted by Bank subsequent to the Effective Date pursuant to Section 5.3), or (ii) Material Adverse Change.

Conditions Precedent to all Credit Extensions. Bank’s obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following: (a) except as otherwise provided in Section 3.43.4(a), timely receipt of an executed Payment/Advance FormTransaction Report, a Notice of Borrowing (for Advances under the Revolving Line), and an executed Transaction Report (for Equipment Advances); (b) the representations and warranties in Section 5 shall be true in all material respects on the date of the Notice of Borrowing or Payment/Advance Form Form, as applicable, and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor or there has there not been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the followingfollowing conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by Agent of an executed Payment/Advance FormForm in the form of Exhibit B attached hereto; (b) the representations and warranties in Section 5 shall be true true, correct and complete in all material respects on the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Banksuch Lender’s reasonable sole discretion, there has not been any material impairment adverse change in the general affairs, managementbusiness, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been or any material adverse deviation by Borrower from the most recent business plan of Borrower presented SEC Reports or financial projections delivered to and accepted by BankAgent pursuant to Section 6.2(a)(i) herein.

Conditions Precedent to all Credit Extensions. Bank’s obligations The obligation of each Lender to make each any Credit Extension, including the initial Credit Extension, Extension is subject to the followingsatisfaction (or waiver pursuant to Section 10.01) of the following conditions precedent: (a) except as otherwise provided The representations and warranties of (i) the Borrowers contained in Section 3.4Article V (except, timely receipt of an executed Payment/Advance Form; (b) with respect to Credit Extensions, for the representations and warranties in Section 5 Sections 5.05(b) and 5.06) and (ii) each Loan Party contained in each other Loan Document, shall be true and correct in all material respects except that all representations and warranties that are qualified by materiality are true and correct in all respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects (or true and correct in all respects for any such representations or warranties that are qualified by materiality) as of such earlier date. (b) No Default shall exist, or would result from such proposed Credit Extension. (c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Term Benchmark Rate Loans) submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the Payment/Advance Form and on the Funding Date of each applicable Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; and (c) in Bank’s reasonable discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, nor has there been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.